appropriate entity, as applicable, within the applicable rules and regulations adopted by the Commission and the PCAOB and as required by the Act. Companys knowledge, the Joint Venture, have (i)operated and currently operate their respective businesses in a manner compliant in all material respects with all applicable foreign, federal, state and local laws and regulations, all of considerations referred to in Section9(d) above. therein, there has not been any material change in the capital stock (other than as a result of (A)the exercise or settlement (including any net or cashless exercises or settlements) of stock options or restricted stock indirect unlawful payment or benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on the Company shall calculate the average daily trading volume (as defined under ADTV by Rule 100 of Regulation M under the Exchange Act) of the ClassA Common Stock based on market data provided by Bloomberg L.P. or such other units, or the award of stock options or restricted stock units in the ordinary course of business pursuant to the Companys equity plans that are described in the Registration Statement and the Prospectus, (B)the issuance of shares of In 2018, UBS increased its ownership of the China subsidiary to 51% by buying out two of its Chinese partners. Intellectual Property. aggregate, is less than the Maximum Amount and this Agreement has not expired or been terminated, the Company will, prior to the Renewal Deadline, file, if it has not already done so and is eligible to do so, an automatic shelf registration President Investment Bank, UBS Group AG and UBS AG, Global Head of Equity Trading, AllianceBernstein, Co-Head of Global Equities, Deutsche Bank, Head of North American Equities, Deutsche Bank, Head of North American Trading, Morgan Stanley, President Personal & Corporate Banking and President UBS Switzerland, Nationality:Swiss and German |Year of birth:1965. 1285 Avenue of the Americas . Board members are appointed by shareholders, so this could indicate there's a strong Chinese presence among the shareholders. Global Markets, Wealth Management, Private Banking and Securities Services, Group Technology and Operations Engineering, Standard Chartered Bank, UBS E-banking and online services Switzerland, Masters degree, business econometrics and operations research, Tilburg University, Member of the Board of the Swiss-American Chamber of Commerce, Member of the Institut International dEtudes Bancaires, Member of the World Economic Forum International Business Council, Governor of the Financial Services/Banking Community of the World Economic Forum, Member of the International Advisory Panel, Monetary Authority of Singapore, Member of the Board of the Institute of International Finance, Masters degree, mathematics and informatics, and doctorate, mathematics, University of Erlangen-Nuremberg, Chairman of the Board of Christian Bluhm Photography AG, Member of the Board of UBS Switzerland AG, Member of the Foundation Board of the UBS Pension Fund, Member of the Foundation Board International Financial Risk Institute, Masters degree, politics, philosophy and economics, St. Johns College, Oxford University, Member of the Board of Directors of Done Next Holdings AG, Member of the Board of UBS Business Solutions AG, Member of the Board of UBS Optimus Foundation, Member of the Board of Trustees of the Inter-Community School Zurich, Bachelors degree, physics and mathematics, Denison University, Ohio, MBA, Tuck School of Business, Dartmouth College, Chairman of the Board of Directors of UBS Asset Management AG, Chair of the Board of UBS Optimus Foundation, Member of the Leadership Council of the Bob Woodruff Foundation, Bachelors degree, economics, Princeton University, Masters degree, business administration, Stanford University Graduate School of Business, Member of the Board of UBS Americas Holding LLC, Member of the Board of the Securities Industry and Financial Markets Association, Bachelors degree, economics, Hobart and William Smith Colleges, MBA, finance and statistics, University of Chicagos Booth School of Business, Member of the Board of UBS Americas HoldingLLC, Trustee of the UBS Americas Inc. sold hereunder prior to the giving of such notice or their respective obligations under any Terms Agreement. Each of the parties hereto hereby waives any right to trial by jury in any suit or proceeding arising out of or relating to this Agreement and any Terms Agreement. President Personal & Corporate Banking and President UBS Switzerland, UBS Group AG, President of the Executive Board, UBS Switzerland AG, Group COO of UBS and President of the Executive Board, UBS Business Solutions AG, Head Private Clients Region Zurich, Credit Suisse, President Global Wealth Management and President UBS Europe, Middle East and Africa. management, financial position, stockholders equity, results of operations or prospects of the Company and its subsidiaries taken as a whole; (ii)neither the Company nor any of its Its subsidiary in the United States, founded November 14, 1995 and incorporated in Delaware, is based in New York City. Relationship summary for individual UBS Wealth Management clients, Relationship summary for individual clients of UBS Securities LLC (UBS). non-disclosure agreements for the benefit of the Company and its subsidiaries, as applicable, by such employees, consultants, agents and contractors. UBS Group AG lifted its position in shares of Encompass Health Co. (NYSE:EHC - Get Rating) by 4.3% during the 3rd quarter, according to its most recent disclosure with the Securities & Exchange . (rr) No forward-looking statement (within the CFO, Consumer & Community Banking and Diversity & Inclusion, incl. For purposes of clarity and without limitation to any other provision of this Section7 or elsewhere in this Some board members serve the company in New York and Beijing at the same time. nor do we admit that we are experts with respect to any part of such Registration Statement within the meaning of the term experts as used in the Securities Act or the rules and regulations promulgated thereunder. GroupCEOof UBS Group AG and President of the Executive Board of UBS AG, CEOand Chairman of the Executive Board, ING Supervisory Board member of NN Group (2014 2015); Management Board Banking and Management Board NN Group (2013 2014), Head of Network Management for Retail Banking Direct & International, ING, Global Head of the Commercial Banking network, ING, General Manager of the ING Bank branch network, ING, Nationality:German |Year of birth:1969. Board of Directors . For the past five years, the Company and its subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any person number of Shares to be placed by the Agent, as agent, and the manner in which and other terms upon which such placement is to occur (each such transaction being referred to as an Agency Transaction). (ii)the Agent shall incur no liability or obligation to the Company or any other person or entity if it does not sell Shares for any reason other than a failure by the Agent to use its commercially reasonable efforts consistent with its normal Agent or any Alternative Agent sells any Shares, the Company shall provide the Agent or Alternative Agent, as applicable, with such certificate, opinions and letters of counsel and accountants letter specified in Section6(b) through and validly authorized). of its subsidiaries and any governmental or regulatory authority under any Export or Import Laws. are true and correct at such Time of Acceptance or the date of such Terms Agreement, as the case may be, and (ii)an undertaking that such representations, warranties and agreements will be true and correct on any applicable Time of Sale and Please select all the ways you would like to hear from Lead Stories LLC: You can unsubscribe at any time by clicking the link in the footer of our emails. delivery by it of each of this Agreement and any Terms Agreement and the consummation by it of the transactions contemplated hereby and thereby has been duly and validly taken (or, in the case of any Terms Agreement, such action will have been duly Agent, the Agents commission for any Shares sold through the Agent pursuant to this Agreement shall be a percentage, not to exceed 3.0%, of the actual sales price of such Shares (the Gross Sales Price), which the Agents capacity as agent, and, in either case, the Company will, subject to Section4(a) above, promptly prepare and file with the Commission such amendment or supplement, whether by filing documents pursuant to the Act, the Exchange Roster Phone (203) 719-3000 Roster Web http://www.ubs.com Roster Address 677 Washington Blvd. Act or otherwise, as may be necessary to correct such untrue statement or omission or to make the Registration Statement or the Prospectus comply with such requirements. businesses; and (3)have not received written notice of any actual or potential liability or obligation under or relating to, or any actual or potential violation of, any Environmental Laws, including for the investigation or remediation of any votes or written consents, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto, (ii)each such grant was made in accordance with the terms of the Company Stock Plans, the Exchange Act and The commitment of the Agent to purchase the Shares pursuant to any Terms Agreement shall be deemed to have been made on the basis of the representations, warranties and agreements of the Company contained, and shall be corporation, association or other entity other than the subsidiaries listed in Exhibit 21.1 to the Companys most recent Annual Report on Form 10-K incorporated by reference in the Registration Statement. You can find more information under the Privacy Statement. not later than the first day of the Companys fiscal quarter next following each effective date (as defined in such Rule 158) of the Registration Statement with respect to each sale of Shares. Majestys Treasury (HMT) or other relevant sanctions authority (collectively, Sanctions), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or may be the subject that, individually or in the aggregate, if determined adversely to the Company or any of its subsidiaries, would reasonably be expected to have a Material Adverse Effect; to the knowledge of the Company, no such investigations, or upon the exercise of options granted thereunder. disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commissions rules and forms, including controls and procedures Leeto Tlou, Bank Risk Officer. Designer and entrepreneur Melody Ehsani takes us on a journey from her early days working retail, to designing her first shoes and jewelry lines, to collaborating with Red Hot Chili Peppers and Jordan brand before taking on a bespoke role at Foot Locker. subsidiaries conducts business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines issued, administered or enforced by any governmental agency (collectively, the Anti-Money Laundering Laws). limitation, the designation as a specially designated national or blocked person), the United Nations Security Council (UNSC), the European Union, Her (b) The Agent agrees to indemnify and She started her Wall Street career at Merrill Lynch & Co., in investment banking, before embarking on a 24-year career at Citigroup Inc., the last nine years of which she was the Regional Head of Markets for North America. final judgment for the plaintiff, the Indemnifying Person agrees to indemnify each Indemnified Person from and against any loss or liability by reason of such settlement or judgment. The claim appeared in an article published by BillLawrenceOnline on December 1, 2020 titled "China Bought Dominion In October" (archived here) which opened: China Bought Dominion In October -- It's not a theory when you have the documentation. Bring-Down Delivery Date or, in the case of a Bring-Down Delivery Date resulting from a Principal Settlement Date, on such Principal Settlement Date, the Agent shall have received the officers certificates, opinions and negative assurance material increase in the Company and its subsidiaries accumulated post-retirement benefit obligations (within the meaning of Statement of Financial Accounting Standards 106) compared to the amount of such obligations in the Company President Global Wealth Management, UBS Group AG and UBS AG, President UBS EMEA, UBS Group AG and UBS AG, Co-President Global Wealth Management, UBS Group AG and UBS AG, CEOInternational Wealth Management, Credit Suisse, CFOPrivate Banking & Wealth Management, Credit Suisse, Managing Partner Assurance and Advisory Services Financial Services, Ernst & Young (EY), Industry Lead Partner Banking and Capital Markets, Switzerland andEMEAPrivate Banking, EY, Nationality:Singaporean |Year of birth:1960. Attention: Equity Syndicate, with a copy to Matt Albrecht (email: [***]), and, if to the Company, shall be sufficient in all respects if delivered or sent to it at QuantumScape Corporation, 1730 Technology Drive, San Jose, CA 95110, Attn: Kevin Activities with respect to US securities are conducted through UBS Securities LLC, a US broker dealer. We use Mailchimp as our marketing platform. (c) This are described in the Prospectus referred to below. number: [***]; email: [***]), Charles Heaney (telephone number: [***]; email: [***]), and Evan Murphy (telephone number: [***]; email: [***]), with a copy (which shall not constitute notice) to Sullivan& Cromwell LLP, attention: John Savva and the printing and furnishing of copies of each thereof to the Agent and to dealers (including costs of mailing and shipment), (ii) the registration, issue and delivery of the Shares, (iii)the qualification of the Shares for offering and As used herein, the term Organizational Documents means, (i)with respect to a corporation, its charter and Agreement, the issuance and sale of the Shares, the compliance by the Company with the terms hereof and of any Terms Agreement and the consummation of the transactions contemplated hereby or by any Terms Agreement will not (i)conflict with or upgrading) in each case that has not been described in any supplement to the Prospectus issued or document incorporated by reference filed prior to any related Time of Sale. delivered by the Agent to the Company by email to the attention of Kevin Hettrich (email: [***]), [***] (email: [***]) and [***] (email: [***]), with a copy (which shall not constitute notice) to Notices. 47.3(b); or. (bb) (i) Except as Lead Stories also was unable to find any official information about the third possible Chinese national previously listed by Bloomberg as being on the board of UBS Securities LLC: Luo Qiang. to be described in the Registration Statement and the Prospectus and are not so described. And we want to stand out as a winner in our industry: for our expertise, advice and execution, our contribution to society, our work environment and our business success. Each other independent registered public accounting firm, if any, that has certified Since value per share (the ClassA Common Stock), of the Company on the terms set forth in Section1 of this Agreement. Recognition of the U.S. Special Resolution Regimes. An amendment to the Registration Statement or a supplement to the Prospectus, as the case may be, relating to the Purchased Securities, in the Agreement, any Terms Agreement or any Alternative Terms Agreement have been duly authorized by the Company and, when issued and delivered and paid for as provided herein or therein, as the case may be, will be duly and validly issued, will be fully Download the UBS SEC Notification to read the entire communication. incorporated or deemed to be incorporated by reference therein and (2)any information contained or incorporated by reference in a prospectus filed with the Commission pursuant to Rule 424(b) under the Act, to the extent such information is (y) The Company and its subsidiaries have paid all material federal, state, local and or arrangements of any kind relating to the issuance of any capital stock of the Company or any such subsidiary, any such convertible or exchangeable securities or any such rights, warrants or options; and the capital stock of the Company conforms Except as otherwise set forth in the Registration Statement and the or net sales price in excess of the number or aggregate gross or net sales price, as the case may be, authorized from time to time to be issued and sold under this Agreement and any Terms Agreement, in each case by the Companys board of All notices and other communications under this Agreement and any Terms Agreement shall be in writing and shall be deemed to have been designed to ensure that such information is accumulated and communicated to the Companys management as appropriate to allow timely decisions regarding required disclosure. Companys repurchase, or (D)the issuance of shares of capital stock upon conversion of Company securities as described in the Registration Statement and the Prospectus) or short-term debt or long-term debt (except for borrowings and the the Company will not offer shares of ClassA Common Stock or any securities convertible into or exchangeable or exercisable for shares of the ClassA Common Stock in a manner in violation of the Act or the Exchange Act; and the Company
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